Federal News
Fifth Circuit Vacates FTC HSR Form Revision
March 20, 2026
The U.S. Court of Appeals for the Fifth Circuit has lifted the stay on the Federal Trade Commission's 2024 revisions to the Hart-Scott-Rodino (HSR) premerger notification form, effectively vacating the new form and reinstating the pre-2025 version immediately. The FTC will accept filings on both the revised and prior forms during this interim period, but the pre-2025 form and instructions are controlling until the appellate court issues a final ruling on the merits of the appeal. This development impacts merger notification procedures and compliance requirements for companies engaged in transactions subject to HSR reporting.
- Procurement professionals and contractors involved in mergers and acquisitions should continue using the pre-2025 HSR form for filings until further notice.
- Legal and compliance teams must adjust due diligence and submission processes to align with the reinstated form requirements.
- This ruling introduces temporary uncertainty in HSR filing procedures, requiring close attention to further court decisions.
- Organizations planning transactions should consult legal advisors to ensure adherence to current FTC filing protocols and avoid delays or penalties.
The FTCs rulemaking was 7arbitrary and capricious8 under the Administrative Procedure Act, vacating the rule but staying its judgment briefly to allow for appeal.
— Eastern District of Texas Court
Agencies
Federal Trade Commission, U.S. Court of Appeals for the Fifth Circuit, Eastern District of Texas
Vendors
Fenwick & West LLP